§ 7-6-42 - Restated articles of incorporation.
SECTION 7-6-42
§ 7-6-42 Restated articles ofincorporation. – (a) A domestic corporation may at any time restate its articles ofincorporation as previously amended, in the following manner:
(1) If there are members entitled to vote on the restatedarticles, the board of directors shall adopt a resolution setting forth theproposed restated articles of incorporation and directing that they besubmitted to a vote at a meeting of members entitled to vote on them, which maybe either an annual or a special meeting.
(2) Written notice setting forth the proposed restatedarticles or a summary of their provisions shall be given to each memberentitled to vote on them, within the time and in the manner provided in thischapter for the giving of notice of meetings of members. If the meeting is anannual meeting, the proposed restated articles or a summary of their provisionsmay be included in the notice of the annual meeting.
(3) At the meeting a vote of the members entitled to vote onthe restated articles shall be taken on them, which shall be adopted uponreceiving the affirmative vote of a majority of the members entitled to vote onthem present at the meeting or represented by proxy.
(4) If there are no members, or no members entitled to voteon them, the proposed restated articles shall be adopted at a meeting of theboard of directors upon receiving the affirmative vote of a majority of thedirectors in office.
(b) Upon approval, restated articles of incorporation shallbe executed by the corporation by its president or vice president and by itssecretary or assistant secretary and shall set forth:
(1) The name of the corporation.
(2) The period of its duration.
(3) The purpose or purposes which the corporation isauthorized to pursue.
(4) Any other provisions, not inconsistent with law, whichare then set forth in the articles of incorporation as previously amended,except that it is not necessary to set forth in the restated articles ofincorporation the registered office of the corporation, its registered agent,its directors or its incorporators.
(c) The restated articles of incorporation shall state thatthey correctly set forth the provisions of the articles of incorporation aspreviously amended, that they have been duly adopted as required by law, andthat they supersede the original articles of incorporation and all amendmentsto them.
(d) The restated articles of incorporation shall be deliveredto the secretary of state. If the secretary of state finds that the restatedarticles conform to law, the secretary of state shall, when all fees have beenpaid as in this chapter prescribed:
(1) Endorse on the original the word "Filed," and the month,day, and year of the filing.
(2) File of the original in the secretary of state's office.
(3) Issue a restated certificate of incorporation.
(e) The restated certificate of incorporation shall bedelivered to the corporation or its representative.
(f) Upon the issuance of the restated certificate ofincorporation by the secretary of state, the restated articles of incorporationbecome effective and supersede the original articles of incorporation and allamendments to them.